{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-722.7_1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-722.7_1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-722.7_1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-722.7_1.html"}],"law_id":87304,"edition_id":1,"section_id":87304,"structure_id":15088,"section_number":"13.1-722.7:1","catch_line":"Effect of domestication","history":"2019, c. 734; 2020, c. 1226.","full_text":"A\n\nWhen a domestication of a foreign corporation into a domestic corporation becomes effective:1\n\nAll property owned by, and every contract right possessed by, the domesticating corporation are the property and contract rights of the domesticated corporation without transfer, reversion, or impairment;2\n\nAll debts, obligations, and other liabilities of the domesticating corporation are the debts, obligations, and other liabilities of the domesticated corporation;3\n\nThe name of the domesticated corporation may, but need not, be substituted for the name of the domesticating corporation in any pending proceeding;4\n\nThe articles of incorporation and bylaws of the domesticated corporation become effective;5\n\nThe shares of the domesticating corporation are reclassified into shares or other securities, obligations, rights to acquire shares or other securities, cash, or other property in accordance with the terms of the domestication, and the shareholders of the domesticating corporation are entitled only to the rights provided to them by those terms and to any appraisal rights they may have under the organic law of the domesticating corporation;6\n\nThe domesticated corporation is:\n\t\t\t\ta. Incorporated under and subject to the organic law of the domesticated corporation;\n\t\t\t\tb. The same corporation without interruption as the domesticating corporation; and\n\t\t\t\tc. Deemed to have been incorporated on the date the domesticating corporation was originally incorporated; and7\n\nIf the foreign corporation has a certificate of authority to transact business in the Commonwealth, its certificate of authority is deemed withdrawn.B\n\nWhen a domestication of a domestic corporation into a foreign jurisdiction becomes effective, the domesticated corporation is deemed to:1\n\nAppoint the clerk of the Commission as an agent for service of process in any proceeding (i) to enforce the rights of shareholders who exercise appraisal rights in connection with the domestication or (ii) based on a cause of action against the domesticating domestic corporation arising during the time it was in existence under the laws of the Commonwealth, which service of process shall be made on the clerk in accordance with § 12.1-19.1; and2\n\nAgree that it will promptly pay the amount, if any, to which such shareholders are entitled under Article 15 (§ 13.1-729 et seq.).C\n\nExcept as otherwise provided in the organic law or organic rules of a domesticating foreign corporation, the interest holder liability of a shareholder in a foreign corporation that is domesticated into the Commonwealth who had interest holder liability in respect of such domesticating corporation before the domestication becomes effective shall be as follows:1\n\nThe domestication does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the domestication becomes effective.2\n\nThe provisions of the organic law of the domesticating corporation shall continue to apply to the collection or discharge of any interest holder liabilities preserved by subdivision 1, as if the domestication had not occurred.3\n\nThe shareholder shall have such rights of contribution from other persons as are provided by the organic law of the domesticating corporation with respect to any interest holder liabilities preserved by subdivision 1, as if the domestication had not occurred.4\n\nThe shareholder shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities preserved that arise after the domestication becomes effective.D\n\nA shareholder who becomes subject to interest holder liability in respect of the domesticated corporation as a result of the domestication shall have such interest holder liability only in respect of interest holder liabilities that arise after the domestication becomes effective.E\n\nA domestication does not constitute or cause the dissolution of the domesticating corporation.F\n\nProperty held for charitable purposes under the laws of the Commonwealth by a domestic or foreign corporation immediately before a domestication shall not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred except and to the extent permitted by or pursuant to the laws of the Commonwealth addressing cy pres or dealing with nondiversion of charitable assets.G\n\nA bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance which is made to the domesticating corporation and which takes effect or remains payable after the domestication inures to the domesticated corporation.H\n\nA trust obligation that would govern property if transferred to the domesticating corporation applies to property that is transferred to the domesticated corporation after the domestication takes effect.","order_by":null,"text":{"0":{"id":312634,"text":"When a domestication of a foreign corporation into a domestic corporation becomes effective:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":312635,"text":"All property owned by, and every contract right possessed by, the domesticating corporation are the property and contract rights of the domesticated corporation without transfer, reversion, or impairment;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":312636,"text":"All debts, obligations, and other liabilities of the domesticating corporation are the debts, obligations, and other liabilities of the domesticated corporation;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":312637,"text":"The name of the domesticated corporation may, but need not, be substituted for the name of the domesticating corporation in any pending proceeding;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":312638,"text":"The articles of incorporation and bylaws of the domesticated corporation become effective;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":312639,"text":"The shares of the domesticating corporation are reclassified into shares or other securities, obligations, rights to acquire shares or other securities, cash, or other property in accordance with the terms of the domestication, and the shareholders of the domesticating corporation are entitled only to the rights provided to them by those terms and to any appraisal rights they may have under the organic law of the domesticating corporation;","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":312640,"text":"The domesticated corporation is:\n\t\t\t\ta. Incorporated under and subject to the organic law of the domesticated corporation;\n\t\t\t\tb. The same corporation without interruption as the domesticating corporation; and\n\t\t\t\tc. Deemed to have been incorporated on the date the domesticating corporation was originally incorporated; and","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"A7"},"7":{"id":312641,"text":"If the foreign corporation has a certificate of authority to transact business in the Commonwealth, its certificate of authority is deemed withdrawn.","type":"section","prefixes":["A","7"],"prefix":"7","entire_prefix":"A7","prefix_anchor":"A7","level":2,"prior_prefix":"A6","next_prefix":"B"},"8":{"id":312642,"text":"When a domestication of a domestic corporation into a foreign jurisdiction becomes effective, the domesticated corporation is deemed to:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A7","next_prefix":"B1"},"9":{"id":312643,"text":"Appoint the clerk of the Commission as an agent for service of process in any proceeding (i) to enforce the rights of shareholders who exercise appraisal rights in connection with the domestication or (ii) based on a cause of action against the domesticating domestic corporation arising during the time it was in existence under the laws of the Commonwealth, which service of process shall be made on the clerk in accordance with § 12.1-19.1; and","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"10":{"id":312644,"text":"Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under Article 15 (§ 13.1-729 et seq.).","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"11":{"id":312645,"text":"Except as otherwise provided in the organic law or organic rules of a domesticating foreign corporation, the interest holder liability of a shareholder in a foreign corporation that is domesticated into the Commonwealth who had interest holder liability in respect of such domesticating corporation before the domestication becomes effective shall be as follows:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2","next_prefix":"C1"},"12":{"id":312646,"text":"The domestication does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the domestication becomes effective.","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"13":{"id":312647,"text":"The provisions of the organic law of the domesticating corporation shall continue to apply to the collection or discharge of any interest holder liabilities preserved by subdivision 1, as if the domestication had not occurred.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"14":{"id":312648,"text":"The shareholder shall have such rights of contribution from other persons as are provided by the organic law of the domesticating corporation with respect to any interest holder liabilities preserved by subdivision 1, as if the domestication had not occurred.","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"15":{"id":312649,"text":"The shareholder shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities preserved that arise after the domestication becomes effective.","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"D"},"16":{"id":312650,"text":"A shareholder who becomes subject to interest holder liability in respect of the domesticated corporation as a result of the domestication shall have such interest holder liability only in respect of interest holder liabilities that arise after the domestication becomes effective.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C4","next_prefix":"E"},"17":{"id":312651,"text":"A domestication does not constitute or cause the dissolution of the domesticating corporation.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"18":{"id":312652,"text":"Property held for charitable purposes under the laws of the Commonwealth by a domestic or foreign corporation immediately before a domestication shall not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred except and to the extent permitted by or pursuant to the laws of the Commonwealth addressing cy pres or dealing with nondiversion of charitable assets.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"19":{"id":312653,"text":"A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance which is made to the domesticating corporation and which takes effect or remains payable after the domestication inures to the domesticated corporation.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"H"},"20":{"id":312654,"text":"A trust obligation that would govern property if transferred to the domesticating corporation applies to property that is transferred to the domesticated corporation after the domestication takes effect.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G"}},"ancestry":[{"id":15088,"edition_id":1,"name":"Mergers and Share Exchanges","identifier":"12.1","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:52:05","date_modified":"2026-06-26 03:52:05","permalink":{"id":150395,"object_type":"structure","relational_id":15088,"identifier":"12.1","token":"13.1\/9\/12.1","url":"\/13.1\/9\/12.1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":83227,"structure_id":15088,"section_number":"13.1-722","catch_line":"Repealed","url":"\/13.1-722\/","token":"13.1\/9\/12.1\/13.1-722","metadata":false},{"id":57509,"structure_id":15088,"section_number":"13.1-722.1:1","catch_line":"Definitions","url":"\/13.1-722.1_1\/","token":"13.1\/9\/12.1\/13.1-722.1_1","metadata":false},{"id":73249,"structure_id":15088,"section_number":"13.1-722.2","catch_line":"Domestication","url":"\/13.1-722.2\/","token":"13.1\/9\/12.1\/13.1-722.2","metadata":false},{"id":58783,"structure_id":15088,"section_number":"13.1-722.3","catch_line":"Action on a plan of domestication of a domestic corporation","url":"\/13.1-722.3\/","token":"13.1\/9\/12.1\/13.1-722.3","metadata":false},{"id":64693,"structure_id":15088,"section_number":"13.1-722.4","catch_line":"Repealed","url":"\/13.1-722.4\/","token":"13.1\/9\/12.1\/13.1-722.4","metadata":false},{"id":62001,"structure_id":15088,"section_number":"13.1-722.5","catch_line":"Articles of domestication; effectiveness","url":"\/13.1-722.5\/","token":"13.1\/9\/12.1\/13.1-722.5","metadata":false},{"id":74820,"structure_id":15088,"section_number":"13.1-722.6","catch_line":"Amendment of plan of domestication; abandonment","url":"\/13.1-722.6\/","token":"13.1\/9\/12.1\/13.1-722.6","metadata":false},{"id":66366,"structure_id":15088,"section_number":"13.1-722.7","catch_line":"Repealed","url":"\/13.1-722.7\/","token":"13.1\/9\/12.1\/13.1-722.7","metadata":false},{"id":87304,"structure_id":15088,"section_number":"13.1-722.7:1","catch_line":"Effect of domestication","url":"\/13.1-722.7_1\/","token":"13.1\/9\/12.1\/13.1-722.7_1","metadata":false}],"previous_section":{"id":66366,"structure_id":15088,"section_number":"13.1-722.7","catch_line":"Repealed","url":"\/13.1-722.7\/","token":"13.1\/9\/12.1\/13.1-722.7","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-722.7:1\/","history_text":"

This law was first created in 2019. The record of its establishment is cataloged in chapter 734<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 2020, chapter 1226<\/a>.<\/p>","references":false,"refers_to":[{"id":71702,"section_number":"12.1-19.1","catch_line":"Service of process on the Clerk of the State Corporation Commission as statutory agent","order_by":null,"url":"\/12.1-19.1\/"},{"id":77282,"section_number":"13.1-729","catch_line":"Definitions","order_by":null,"url":"\/13.1-729\/"}],"permalink":{"id":150429,"object_type":"law","relational_id":87304,"identifier":"13.1-722.7:1","token":"13.1\/9\/12.1\/13.1-722.7_1","url":"\/13.1-722.7_1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-722.7_1\/","token":"13.1\/9\/12.1\/13.1-722.7_1","dublin_core":{"Title":"Effect of domestication","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-722.7:1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> When a domestication<\/span> of a foreign corporation<\/span> into a domestic corporation<\/span> becomes effective: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> All property owned by, and every contract<\/span> right possessed by, the domesticating corporation<\/span> are the property and contract<\/span> rights of the domesticated corporation<\/span> without transfer, reversion, or impairment; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> All debts, obligations, and other liabilities of the domesticating corporation<\/span> are the debts, obligations, and other liabilities of the domesticated corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The name of the domesticated corporation<\/span> may, but need not, be substituted for the name of the domesticating corporation<\/span> in any pending proceeding<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The articles of incorporation<\/span> and bylaws of the domesticated corporation<\/span> become effective; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The shares<\/span> of the domesticating corporation<\/span> are reclassified into shares<\/span> or other securities, obligations, rights to acquire shares<\/span> or other securities, cash, or other property in accordance with the terms of the domestication<\/span>, and the shareholders<\/span> of the domesticating corporation<\/span> are entitled only to the rights provided to them by those terms and to any appraisal rights they may have under the organic law<\/span> of the domesticating corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> The domesticated corporation<\/span> is:\n\t\t\t\ta. Incorporated under and subject to the organic law<\/span> of the domesticated corporation<\/span>;\n\t\t\t\tb. The same corporation without interruption as the domesticating corporation<\/span>; and\n\t\t\t\tc. Deemed to have been incorporated on the date the domesticating corporation<\/span> was originally incorporated; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> If the foreign corporation<\/span> has a certificate of authority to transact business in the Commonwealth, its certificate of authority is deemed withdrawn. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> When a domestication<\/span> of a domestic corporation<\/span> into a foreign jurisdiction<\/span> becomes effective, the domesticated corporation<\/span> is deemed to: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Appoint the clerk of the Commission<\/span> as an agent for service of process<\/span> in any proceeding<\/span> (i) to enforce the rights of shareholders<\/span> who exercise appraisal rights in connection with the domestication<\/span> or (ii) based on a cause of action<\/span> against the domesticating domestic corporation<\/span> arising during the time it was in existence under the laws<\/span> of the Commonwealth, which service of process<\/span> shall be made on the clerk in accordance with § 12.1-19.1<\/a>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Agree that it will promptly pay the amount, if any, to which such shareholders<\/span> are entitled under Article 15 (§ 13.1-729<\/a> et seq.). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Except as otherwise provided in the organic law<\/span> or organic rules<\/span> of a domesticating foreign corporation<\/span>, the interest holder<\/span> liability of a shareholder<\/span> in a foreign corporation<\/span> that is domesticated into the Commonwealth who had interest holder<\/span> liability in respect of such domesticating corporation<\/span> before the domestication<\/span> becomes effective shall be as follows: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The domestication<\/span> does not discharge that prior interest holder<\/span> liability with respect to any interest holder<\/span> liabilities that arose before the domestication<\/span> becomes effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The provisions of the organic law<\/span> of the domesticating corporation<\/span> shall continue to apply to the collection or discharge of any interest holder<\/span> liabilities preserved by subdivision 1, as if the domestication<\/span> had not occurred. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The shareholder<\/span> shall have such rights of contribution from other persons<\/span> as are provided by the organic law<\/span> of the domesticating corporation<\/span> with respect to any interest holder<\/span> liabilities preserved by subdivision 1, as if the domestication<\/span> had not occurred. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The shareholder<\/span> shall not, by reason of such prior interest holder<\/span> liability, have interest holder<\/span> liability with respect to any interest holder<\/span> liabilities preserved that arise after the domestication<\/span> becomes effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A shareholder<\/span> who becomes subject to interest holder<\/span> liability in respect of the domesticated corporation<\/span> as a result of the domestication<\/span> shall have such interest holder<\/span> liability only in respect of interest holder<\/span> liabilities that arise after the domestication<\/span> becomes effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> A domestication<\/span> does not constitute or cause the dissolution of the domesticating corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Property held for charitable purposes under the laws<\/span> of the Commonwealth by a domestic or foreign corporation<\/span> immediately before a domestication<\/span> shall not, as a result of the transaction, be diverted from the objects<\/span> for which it was donated, granted, devised, or otherwise transferred except and to the extent permitted by or pursuant to the laws<\/span> of the Commonwealth addressing cy pres or dealing with nondiversion of charitable assets<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance which is made to the domesticating corporation<\/span> and which takes effect or remains payable after the domestication<\/span> inures to the domesticated corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> A trust obligation that would govern property if transferred to the domesticating corporation<\/span> applies to property that is transferred to the domesticated corporation<\/span> after the domestication<\/span> takes effect. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEFFECT OF DOMESTICATION (\u00a7 13.1-722.7:1)\n\nA. When a domestication of a foreign corporation into a domestic corporation\nbecomes effective:\n\n 1. All property owned by, and every contract right possessed by, the\n domesticating corporation are the property and contract rights of the\n domesticated corporation without transfer, reversion, or impairment;\n\n 2. All debts, obligations, and other liabilities of the domesticating\n corporation are the debts, obligations, and other liabilities of the\n domesticated corporation;\n\n 3. The name of the domesticated corporation may, but need not, be substituted\n for the name of the domesticating corporation in any pending proceeding;\n\n 4. The articles of incorporation and bylaws of the domesticated corporation\n become effective;\n\n 5. The shares of the domesticating corporation are reclassified into shares or\n other securities, obligations, rights to acquire shares or other securities,\n cash, or other property in accordance with the terms of the domestication, and\n the shareholders of the domesticating corporation are entitled only to the\n rights provided to them by those terms and to any appraisal rights they may\n have under the organic law of the domesticating corporation;\n\n 6. The domesticated corporation is:\n \t\t\t\ta. Incorporated under and subject to the organic law of the domesticated\n corporation;\n \t\t\t\tb. The same corporation without interruption as the domesticating\n corporation; and\n \t\t\t\tc. Deemed to have been incorporated on the date the domesticating\n corporation was originally incorporated; and\n\n 7. If the foreign corporation has a certificate of authority to transact\n business in the Commonwealth, its certificate of authority is deemed\n withdrawn.\n\nB. When a domestication of a domestic corporation into a foreign jurisdiction\nbecomes effective, the domesticated corporation is deemed to:\n\n 1. Appoint the clerk of the Commission as an agent for service of process in\n any proceeding (i) to enforce the rights of shareholders who exercise\n appraisal rights in connection with the domestication or (ii) based on a cause\n of action against the domesticating domestic corporation arising during the\n time it was in existence under the laws of the Commonwealth, which service of\n process shall be made on the clerk in accordance with § 12.1-19.1; and\n\n 2. Agree that it will promptly pay the amount, if any, to which such\n shareholders are entitled under Article 15 (§ 13.1-729 et seq.).\n\nC. Except as otherwise provided in the organic law or organic rules of a\ndomesticating foreign corporation, the interest holder liability of a\nshareholder in a foreign corporation that is domesticated into the Commonwealth\nwho had interest holder liability in respect of such domesticating corporation\nbefore the domestication becomes effective shall be as follows:\n\n 1. The domestication does not discharge that prior interest holder liability\n with respect to any interest holder liabilities that arose before the\n domestication becomes effective.\n\n 2. The provisions of the organic law of the domesticating corporation shall\n continue to apply to the collection or discharge of any interest holder\n liabilities preserved by subdivision 1, as if the domestication had not\n occurred.\n\n 3. The shareholder shall have such rights of contribution from other persons\n as are provided by the organic law of the domesticating corporation with\n respect to any interest holder liabilities preserved by subdivision 1, as if\n the domestication had not occurred.\n\n 4. The shareholder shall not, by reason of such prior interest holder\n liability, have interest holder liability with respect to any interest holder\n liabilities preserved that arise after the domestication becomes effective.\n\nD. A shareholder who becomes subject to interest holder liability in respect of\nthe domesticated corporation as a result of the domestication shall have such\ninterest holder liability only in respect of interest holder liabilities that\narise after the domestication becomes effective.\n\nE. A domestication does not constitute or cause the dissolution of the\ndomesticating corporation.\n\nF. Property held for charitable purposes under the laws of the Commonwealth by a\ndomestic or foreign corporation immediately before a domestication shall not, as\na result of the transaction, be diverted from the objects for which it was\ndonated, granted, devised, or otherwise transferred except and to the extent\npermitted by or pursuant to the laws of the Commonwealth addressing cy pres or\ndealing with nondiversion of charitable assets.\n\nG. A bequest, devise, gift, grant, or promise contained in a will or other\ninstrument of donation, subscription, or conveyance which is made to the\ndomesticating corporation and which takes effect or remains payable after the\ndomestication inures to the domesticated corporation.\n\nH. A trust obligation that would govern property if transferred to the\ndomesticating corporation applies to property that is transferred to the\ndomesticated corporation after the domestication takes effect.\n\nHISTORY: 2019, c. 734; 2020, c. 1226.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}